This document has been translated from the Japanese original for reference purpose only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
June 25, 2025
To whom it may concern:
Company name Yakult Honsha Co., Ltd. Representative Hiroshi Narita
President and Representative Director (Securities code: 2267, TSE Prime Market)
Notification Regarding Disposal of Treasury Shares as Restricted Stock Compensation
Yakult Honsha Co., Ltd. (the "Company") hereby announces that its Board of Directors, at the meeting held today, passed a resolution to dispose of the Company's treasury shares as the restricted stock compensation (the "Disposal of Treasury shares") as follows:
Overview of the Disposal
(1) Payment date
July 24, 2025
(2) Class and total number of shares to
be disposed
59,800 shares of common stock of the Company
(3) Disposal price
¥2,789 per share
(4) Total value of shares to be disposed
¥166,782,200
(5) Scheduled allottee
7 directors (excluding outside directors and part-time directors): 28,825 shares
17 executive officers (excluding executive officers who serve concurrently as directors of the
Company): 30,975 shares
(6) Others
For the Disposal of Treasury shares, the Company submitted an extraordinary report in accordance
with the Financial Instruments and Exchange Act.
Purpose of and Reasons for the Disposal
At the meetings of the Board of Directors held on February 10, 2023, and May 12, 2023, the Company made resolutions on the introduction and details of the restricted stock compensation plan (the "Plan") for its directors, excluding outside directors and part-time directors (the "Eligible Directors") for the purpose of providing them with incentives for sustainable enhancement of the Company's corporate value and facilitating further sharing of the value with shareholders. Also, at the 71st Ordinary General Meeting of Shareholders held on June 21, 2023, it was approved that the total amount of monetary compensation claims to be provided, separately from the existing remuneration framework, for the purpose of granting restricted stock to the Eligible Directors shall be up to 300 million yen per annum (excluding the employee salary and bonuses of employees serving as directors), that the total number of common stock
of the Company to be issued or disposed of for the Eligible Directors shall be limited to 150,000 shares per annum, and that the transfer of the restricted stock shall be restricted for a certain period of time. (The Company carried out a 2-for-1 stock split for its common stock effective October 1, 2023. The maximum number of shares is the figure adjusted after the said stock split.)
Accordingly, the Company's Board of Directors, at the meeting held today, passed a resolution to dispose of 59,800 shares of the Company's common stock (the "Allotted Shares") through the grant of monetary compensation claims of 166,782,200 yen in total (the "Monetary Compensation Claims") from the Company to 24 executives who are the Eligible Directors and the executive officers who are not concurrently serving as directors (collectively, the "Eligible Directors, etc.") and the provision of all the Monetary Compensation Claims as properties contributed in kind from the 24 Eligible Directors, etc., to the Company, in consideration of the purpose of the Plan, the performance of the Company, and other circumstances.
[Overview of share allotment agreement]
The Company will conclude a restricted stock allotment agreement individually with Eligible Directors, etc. The details of the agreement are as follows:
Transfer restriction period
Eligible Directors, etc. shall not transfer, establish a security interest on, gift inter vivos, or otherwise dispose of the Allotted Shares (the "Transfer Restriction") during the period from the issue date of the Allotted Shares until the later of either the date of his/her resignation or retirement from any position as a director or executive officer of the Company or the date of submission of the annual securities report of the Company for the fiscal year including the issue date of the Allotted Shares (or the semiannual securities report if the issue date of the Allotted Shares is within six months after the start of the Company's fiscal year) (the "Transfer Restriction Period").
Conditions for releasing Transfer Restrictions
The Transfer Restriction shall be released for all of the Allotted Shares upon expiration of the Transfer Restriction Period, as far as the Eligible Directors, etc., continue to serve as a director or executive officer of the Company for the period from the date of its Ordinary General Meeting of Shareholders immediately prior to the issue date of the Allotted Shares till the closure of the next ordinary General Meeting of Shareholders of the Company (if Eligible Director, etc. is an executive officer who is not concurrently serving as director, it is starting date of the business year to which the issue date of the Allotted Shares belong till the end of the said business year; the "Service Period").
However, if an Eligible Director, etc., resigns or retires during the Transfer Restriction Period for justifiable reasons or due to death during his or her Service Period, the Transfer Restriction shall be released, as of the time immediately after the resignation or retirement, regarding the Allotted Shares for the number of shares obtained by multiplying the Number of the Allotted Shares held by the Eligible Director, etc., at the said point of time with the number of month from the following month of the month in which the starting date of the Service Period falls (however, if the Eligible Director, etc. is an executive officer who is not concurrently serving as director, it is the month in which the starting date of the Service Period falls) till the month in which the Eligible Director, etc. resigned or retired (however, if the result of the calculation exceeds 1, it is 1) divided by 12 (if the calculation results in fractional shares or less than one share, the fraction is rounded down after the decimal).
Gratis acquisition by the Company
The Company shall automatically acquire all Allotted Shares free of charge when an Eligible Director, etc. resigns from the position of director or executive officer of the Company or retires, etc., without justifiable reasons.
If there are Allotted Shares whose Transfer Restriction has not been released when the Transfer Restriction was released as stipulated above (2), the Company shall automatically acquire them free of charge.
Treatment in organizational restructuring, etc.
Notwithstanding above (1), if a merger agreement under which the Company becomes the disappearing company, a share exchange agreement or share transfer plan under which the Company becomes a wholly owned subsidiary of another company, or any other matter regarding organizational restructuring is approved by the General Meeting of Shareholders of the Company (or the Board of Directors Meeting of the Company if it does not require approval by the General Meeting of Shareholders of the Company) during the Transfer Restriction Period, the Company shall release the Transfer Restrictions immediately before the previous business day of the Effective Date of the Organizational Restructuring with regard to the number of Allotted Shares (if the calculation results in fractional shares of less than one share, the fraction is rounded down after the decimal) calculated by multiplying the number of Allotted Shares held by the Eligible Director, etc. held as of the organizational restructuring approval date (the "Organizational Restructuring Approval Date") by the number of months from the following month of the month in which the starting date of the Service Period falls (however, if the Eligible Director, etc. is an executive officer who is not concurrently serving as director, it is read as the month in which the starting date of the Service Period falls) till the month in which the Organizational Restructuring Approval Date falls divided by 12 (however, if the result of the calculation exceeds 1, it is 1). In that case, if there are Allotted Shares whose Transfer Restriction has not been released immediately after the Transfer Restriction was released, the Company shall automatically acquire them free of charge.
Management of shares
The Eligible Directors, etc. shall open dedicated accounts at Mizuho Securities Co., Ltd., in which the Allotted Shares will be entered or recorded in a manner designated by the Company, and deposit and retain all the Allotted Shares in such dedicated accounts until the Transfer Restriction is released.
The Basis for Calculating Amounts to be Paid in and Its Details
In order to eliminate any arbitrariness, the amount to be paid in for the Disposal of Treasury Shares is set at 2,789 yen the closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on June 24, 2025, the business day immediately before the meeting of the Board of Directors. The Company considers that such amount is reasonable and does not fall under a particularly favorable price, as it is the market price immediately before the resolution of the Company's Board of Directors.
End of document